UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
***
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1996
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OR
[_] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from ____________________ to _________________________
Commission File Number 0-1649
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NEWPORT CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 94-0849175
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(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1791 Deere Avenue, Irvine, CA 92606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 863-3144
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N/A
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _______
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The number of shares outstanding of each of the issuer's classes of common stock
as of September 30, 1996, was 8,839,582.
Page 1 of 13 Pages
Exhibit Index on Sequentially Numbered Page 12
NEWPORT CORPORATION
INDEX
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PART I. FINANCIAL INFORMATION Page Number
Item 1: Financial Statements:
Consolidated Statement of Income and Condensed
Consolidated Statement of Stockholders' Equity for the
Three and Nine Months ended September 30, 1996 and 1995. 3
Consolidated Balance Sheet at September 30, 1996 and
December 31, 1995. 4
Consolidated Statement of Cash Flows for the Nine
Months ended September 30, 1996 and 1995. 5
Notes to Condensed Consolidated Financial
Statements. 6
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations. 8
PART II.OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K. 12
SIGNATURE 13
Exhibit Index 14
2
NEWPORT CORPORATION
CONSOLIDATED STATEMENT OF INCOME AND
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands, except Three Months Ended Nine Months Ended
per share amounts) September 30, September 30,
------------ ------------
1996 1995 1996 1995
---- ---- ---- ----
Net sales $29,235 $24,253 $87,331 $74,094
Cost of sales 16,527 13,079 49,317 40,527
------- ------- ------- -------
Gross profit 12,708 11,174 38,014 33,567
Selling, general and administrative expense 8,779 8,091 26,600 24,966
Research and development expense 1,896 1,491 5,866 4,940
------- ------- ------- -------
Income from operations 2,033 1,592 5,548 3,661
Interest expense (504) (386) (1,417) (1,190)
Other income (expense), net 113 (112) 332 1,095
------- ------- ------- -------
Income before income taxes 1,642 1,094 4,463 3,566
Income tax provision 526 350 1,429 1,141
------- ------- ------- ------
Net income $ 1,116 $ 744 $ 3,034 $ 2,425
======= ======= ======= =======
Net income per share $0.12 $0.08 $0.34 $0.28
======= ======= ======= =======
Number of shares used to calculate
net income per share 9,028 8,808 8,990 8,665
======= ======= ======= =======
Stockholders' equity, beginning of period $53,688 $49,589 $52,687 $46,651
Net income 1,116 744 3,034 2,425
Dividends -0- (171) (351) (312)
Unrealized translation gain (loss) 353 (51) (803) 1,034
Reduction in unrealized gain on marketable securities -0- -0- -0- (343)
Unamortized deferred compensation 89 28 (224) (217)
Issuance of common shares 233 771 1,136 1,672
------- ------- ------- -------
Stockholders' equity, end of period $55,479 $50,910 $55,479 $50,910
======= ======= ======= =======
See accompanying notes
3
NEWPORT CORPORATION
CONSOLIDATED BALANCE SHEET
(In thousands, except
stated value per share) September 30, December 31,
1996 1995
---- ----
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 3,708 $ 1,524
Customer receivables, net 20,362 19,767
Other receivables 3,130 780
Inventories 27,138 22,744
Deferred tax assets 2,558 2,570
Other current assets 1,614 1,518
------- -------
Total current assets 58,510 48,903
Investments, notes receivable and other assets 5,116 4,557
Property, plant and equipment, at cost, net 24,281 22,327
Goodwill, net 11,093 8,161
------- -------
$99,000 $83,948
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,482 $ 5,054
Accrued payroll and related expenses 4,193 5,143
Taxes based on income 1,270 1,261
Current portion of long-term debt 1,803 5,286
Other accrued liabilities 6,109 3,586
------- -------
Total current liabilities 19,857 20,330
Deferred taxes 1,032 1,032
Long term debt 22,632 9,899
Commitments
Stockholders' equity:
Common stock, $0.35 stated value, 20,000 shares authorized;
8,840 shares issued and outstanding currently;
8,699 shares at December 31, 1995 3,094 3,045
Capital in excess of stated value 8,696 7,609
Unamortized deferred compensation (593) (369)
Unrealized translation loss (2,576) (1,773)
Retained earnings 46,858 44,175
------- -------
Total stockholders' equity 55,479 52,687
------- -------
$99,000 $83,948
======= =======
See accompanying notes
4
NEWPORT CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
-------------
(In thousands) 1996 1995
---- ----
OPERATING ACTIVITIES:
Net income $ 3,034 $ 2,425
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,446 3,351
Net gain from sales of investments - (832)
Increase in provision for losses on
receivables and inventories 706 405
Other non-cash income (122) (141)
Changes in operating assets and liabilities:
Receivables 239 2,295
Inventories (4,257) (185)
Other current assets (177) (97)
Accounts payable and other accrued expenses (76) (2,686)
Taxes based on income 7 465
Translation gain related to operating activities 337 803
-------- -------
Net cash provided by operating activities 3,137 5,803
-------- -------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net (5,035) (1,697)
Acquisition of businesses, net of cash acquired (4,442) -
Proceeds from sales of investments, net - 822
-------- -------
Net cash used in investing activities (9,477) (875)
-------- -------
FINANCING ACTIVITIES:
Repayment of long- and short-term borrowings (23,667) (6,079)
Increase in long-term borrowings 11,749 -
Proceeds from debt placement 20,000 -
Cash dividends paid (351) (312)
Issuance of common stock under employee
agreements, including associated tax benefit 747 879
-------- -------
Net cash provided by (used in) financing activities 8,478 (5,512)
-------- -------
Effect of foreign exchange rate changes on cash 46 (134)
-- ---
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,184 (718)
Cash and cash equivalents at beginning of period 1,524 3,014
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,708 $ 2,296
======== =======
CASH PAID IN THE PERIOD FOR:
Interest 697 882
Taxes 1,353 587
See accompanying notes
5
NEWPORT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)
1. INTERIM REPORTING
GENERAL
The accompanying unaudited financial statements consolidate the accounts of the
Company and its wholly owned subsidiaries and have been prepared in accordance
with generally accepted accounting principles for interim financial information.
The accounts of the Company's subsidiaries in Europe have been consolidated
using a one-month lag.
In the opinion of management, all adjustments necessary for a fair presentation
of the information in the unaudited condensed consolidated financial statements
have been made and consist of only normal recurring accruals. Operating results
for the nine-month period ended September 30, 1996, are not necessarily
indicative of the results that may be expected for the year ending December 31,
1996. Although the Company believes that the disclosures in these financial
statements are adequate to make the information presented not misleading,
certain information and footnotes normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to rules and regulations of the Securities and
Exchange Commission, and consequently, these statements should be read in
conjunction with the Company's consolidated financial statements and notes
thereto, contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
Certain reclassifications have been made to prior period amounts to conform to
current year presentation.
EARNINGS PER SHARE
Earnings per share is based on the weighted average number of shares of common
stock and the dilutive effects of common stock equivalents (stock options),
determined using the treasury stock method.
FOREIGN CURRENCY
Balance sheet accounts denominated in foreign currencies are translated at
exchange rates as of the date of the balance sheet and income statement accounts
are translated at average exchange rates for the period. Translation gains and
losses are accumulated as a separate component of stockholders' equity. The
Company has adopted local currencies as the functional currencies for its
foreign subsidiaries because their principal economic activities are most
closely tied to the respective local currencies.
The Company may enter into foreign exchange contracts as a hedge against foreign
currency denominated receivables. It does not engage in currency speculation.
Market value gains and losses on contracts are recognized currently, offsetting
gains or losses on the associated receivables. Foreign currency transaction
gains and losses are included in current earnings. Foreign exchange contracts
totaled $2.3 million at September 30, 1996. There were no foreign exchange
contracts outstanding at December 31, 1995.
2. ACQUISITIONS
On January 2, 1996, the Company acquired, for cash plus additional cash
consideration based upon future operating profit, substantially all the assets
and selected liabilities of MikroPrecision Instruments, Inc. ("MikroPrecision"),
a manufacturer of precision equipment for high technology industries such as
semiconductor and disk drive markets. The company is located in a suburb of
Minneapolis, Minnesota. The acquisition was accounted for as a purchase.
6
NEWPORT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
SEPTEMBER 30, 1996
(UNAUDITED)
3. CUSTOMER RECEIVABLES
Customer receivables consist of the following:
September 30, December 31,
(In thousands) 1996 1995
---- ----
Customer receivables $20,899 $20,304
Less allowance for doubtful accounts 537 537
--- ---
$20,362 $19,767
====== ======
The Company maintains adequate reserves for potential credit losses. Such
losses have been minimal and within management's estimates. Receivables from
customers are generally unsecured.
4. INVENTORIES
Inventories are stated at cost, determined on either a first-in, first-out
(FIFO) or average cost basis and do not exceed net realizable value.
Inventories consist of the following:
September 30, December 31,
(In thousands) 1996 1995
---- ----
Raw materials and purchased parts $10,426 $ 7,832
Work in process 5,049 4,111
Finished goods 11,663 10,801
------ ------
$27,138 $22,744
====== ======
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
September 30, December 31,
(In thousands) 1996 1995
---- ----
Land $ 2,170 $ 2,238
Buildings 12,938 13,366
Leasehold improvements 8,362 7,500
Machinery and equipment 22,348 19,510
Office equipment 9,522 8,865
----- -----
55,340 51,479
Less accumulated depreciation 31,059 29,152
------ ------
$24,281 $22,327
====== ======
7
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
INTRODUCTORY NOTE
This Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 and the Company intends that such
forward-looking statements be subject to the safe harbors created thereby.
These forward-looking statements include (i) the existence and development of
the Company's technical and manufacturing capabilities, (ii) anticipated
competition, (iii) potential future growth in revenues and income, (iv)
potential future decreases in costs, and (v) the need for, and availability of,
additional financing.
The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties. These forward-looking
statements are based on assumptions that the Company will not lose a significant
customer or customers or experience increased fluctuations of demand or
rescheduling of purchase orders, that the Company's markets will continue to
grow, that the Company's products will remain accepted within their respective
markets and will not be replaced by new technology, that competitive conditions
within the Company's markets will not change materially or adversely, that the
Company will be successful in integrating the operations of its RAM Optical
Instrumentation, Inc. and MikroPrecision Instruments, Inc. ("MikroPrecision")
subsidiaries with the rest of the Company's operations, that the Company will
retain key technical and management personnel, that the Company's forecasts will
accurately anticipate market demand, that there will be no material adverse
change in the Company's operations or business and that the Company will not
experience significant supply shortages with respect to purchased components,
sub-systems or raw materials. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although, the Company believes that the assumptions underlying the
forward-looking statements will be realized. In addition, the business and
operations of the Company are subject to substantial risks which increase the
uncertainty inherent in the forward-looking statements. In light of the
significant uncertainties inherent in the forward-looking information included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives or plans
of the Company will be achieved.
The following is management's discussion and analysis of certain significant
factors which have affected the earnings and financial position of the Company
during the periods included in the accompanying financial statements. This
discussion compares the three- and nine-month periods ended September 30, 1996
with the three- and nine-month periods ended September 30, 1995. This discussion
should be read in conjunction with the financial statements and associated
notes.
8
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D)
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
RESULTS OF OPERATIONS
FINANCIAL ANALYSIS:
Period-to-Period
Increase (decrease)
------------------
Three Nine
Percentage of Net Sales Months Months
-----------------------
Three Months Ended Nine Months Ended Ended Ended
September 30, September 30, September 30,
1996 1995 1996 1995 1996 1996
----- ----- ----- ----- ------ -----
Net sales 100.0% 100.0% 100.0% 100.0% 20.5% 17.9%
Cost of sales 56.5 53.9 56.5 54.7 26.4 21.7
----- ----- ----- -----
Gross margin 43.5 46.1 43.5 45.3 13.7 13.2
Selling, general and
administrative expense 30.1 33.4 30.5 33.7 8.5 6.5
Research and
development expense 6.5 6.1 6.7 6.7 27.2 18.7
----- ----- ----- -----
Income from operations 6.9 6.6 6.3 4.9 27.7 51.5
Interest expense (1.6) (1.6) (1.6) (1.6) 30.6 19.1
Other income, net 0.3 (0.5) 0.4 1.5 (200.9) (69.7)
Income taxes (1.8) (1.4) (1.6) (1.5) 50.1 25.2
----- ----- ----- -----
Net income 3.8% 3.1% 3.5% 3.3% 50.0 25.1
===== ===== ===== =====
NET SALES:
Sales for the three- and nine-month periods ended September 30, 1996, were $29.2
million and $87.3 million, respectively, compared with $24.3 million and $74.1
million for the three- and nine-month periods ended September 30, 1995, an
increase of 20.5% and 17.9% for the respective periods. The increase for the
three- and nine-month periods ended September 30, 1996 were principally
attributable to sales growth in U.S. domestic market ($4.4 million and $11.4
million, respectively) and Pacific Rim market ($1.1 million and $3.3 million,
respectively) offset in part by sales declines in Europe, primarily in France
($0.4 million and $2.1 million, respectively).
The Company's domestic sales totaled $18.1 million and $51.6 million for the
three- and nine-month periods ended September 30, 1996, compared with $13.7
million and $40.2 million for the three- and nine-month periods ended September
30, 1995, an increase of 32.5% and 28.5% for the respective periods. The
current period increases from the year ago levels were principally attributable
to the impact of the MikroPrecision acquisition ($2.3 million and $5.8 million,
respectively) and the sales growth of other core product lines.
International sales of the Company were $11.1 million and $35.7 million for the
three- and nine-month periods ended September 30, 1996, compared with $10.6
million and $33.9 million for the three- and nine-month periods ended September
30, 1995, an increase of 4.6% and 5.1% for the respective periods. The increase
for the three- and nine-month periods ended September 30, 1996 were principally
attributable to a strengthening of sales in the Pacific Rim, offset in part by
declines in France.
The order rates in the U.S. and Pacific Rim show moderate strength, however, the
order rates in Europe continue to be weak. Overall, management anticipates
continued sales growth through the remainder of 1996 over the prior year from
its MikroPrecision and RAM Optical Instrumentation, Inc. subsidiaries, the
improving economic situation in the U.S. and Pacific Rim economies and increased
sales of ultra-high precision positioning products. Management believes the
weakness in sales in France continues to be principally attributable to
budgetary constraints on certain French government agencies and that weakness in
Europe is anticipated to continue at least for the remainder of 1996.
9
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D)
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
GROSS PROFIT:
Gross profit increased 13.7% and 13.2% on a sales increase of 20.5% and 17.9%
for the three- and nine-month periods ended September 30, 1996 compared with the
three- and nine-month periods ended September 30, 1995, respectively. However,
the margin (gross profit as a percentage of sales) decreased to 43.5% of sales
in each of the three- and nine-month periods ended September 30, 1996, compared
with 46.1% and 45.3% for the three- and nine-month periods ended September 30,
1995, respectively, principally attributable to lower gross profit margins on
OEM sales at MikroPrecision and lower sales volume in Europe. The Company
believes that consolidated gross margins will continue to be impacted by
MikroPrecision gross profit margins, which are lower than the margins
historically recorded by the Company, and by the weakness in European sales.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Selling, general and administrative (SG&A) expenses for the three- and
nine-month periods ended September 30, 1996, increased 8.5% and 6.5%,
respectively, compared with the three- and nine-month periods ended September
30, 1995. SG&A expenses when stated as a percentage of sales were 30.1% and
30.5%, compared with 33.4% and 33.7% for the prior year periods. SG&A expenses
increased during the three- and nine-month periods ended September 30, 1996, in
large part because of SG&A expenses at MikroPrecision for which there were no
comparable amounts in the corresponding 1995 periods. However, these expenses
decreased as a percentage of sales because of the increased sales volume.
RESEARCH AND DEVELOPMENT EXPENSES:
Research and development (R&D) expenses for the three- and nine-month periods
ended September 30, 1996, increased 27.2% and 18.7%, respectively, compared with
the three- and nine-month periods ended September 30, 1995. This increase is
principally attributable to costs associated with the continued development of
new systems for the fiber optic communications and disk drive markets, including
the ORION(TM) fiber alignment system and Polaris(TM) video inspection system,
along with products aimed at motion control applications and wafer fabrication,
and includes R&D expenses at MikroPrecision for which there were no comparable
amounts in the corresponding 1995 periods. These R&D expenses when stated as a
percentage of sales were 6.5% and 6.7%, compared with 6.1% and 6.7% for the
prior year periods. Management is committed to continued product development and
intends to increase R&D spending by approximately one million dollars in 1996
over 1995 for development of new products and product improvements.
INTEREST EXPENSE AND OTHER INCOME:
Interest expense for the three- and nine-month periods ended September 30, 1996,
was $0.5 million and $1.4 million respectively, compared with $0.4 million and
$1.2 million for the three- and nine-month periods ended September 30, 1995. The
increase is principally attributable to increased debt primarily because of the
acquisition of MikroPrecision. During May 1996 the Company obtained $20.0
million of long-term financing from an insurance company which was used to
refinance a significant portion of its outstanding debt. The Company believes
that this financing will reduce its after-tax cost of borrowing. Other income,
consisting of interest, dividends and other income, was $0.1 million and $0.3
million for the three-and nine-month periods ended September 30, 1996, compared
with $(0.1) million and $1.1 million for the three- and nine-month periods ended
September 30, 1995. The nine-month period ended September 30, 1995 included non-
recurring investment income totaling $499,000, net of taxes, or $0.06 per share.
10
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D)
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
PROVISION FOR TAXES:
The effective annual tax rate for the three- and nine-month periods ended
September 30, 1996 and 1995 was 32%.
LIQUIDITY AND CAPITAL RESOURCES:
Net cash provided by operating activities of $3.1 million for the nine-month
period ended September 30, 1996, was principally attributable to the Company's
net income ($3.0 million) and non-cash items (principally depreciation
and amortization of $3.4 million), offset in part by changes in operating
assets and liabilities, principally increased inventories of $4.3 million.
Net cash used in investing activities of $9.5 million for the nine-month period
ended September 30, 1996, was attributable to the Company's acquisition of
businesses ($4.4 million) in the first quarter and purchases of property, plant
and equipment ($5.0 million).
Net cash provided by financing activities of $8.5 million for the nine-month
period ended September 30, 1996, was principally attributable to the proceeds
from a $20.0 million debt placement and other increases in long-term debt
borrowings, partially offset by the repayment of $23.7 million of long- and
short-term borrowings. In May 1996, the Company obtained $20.0 million of
long-term financing from an insurance company which was used to refinance a
significant portion of its outstanding debt. These senior notes, sold at par,
are unsecured, carry an 8.25% annual coupon and mature in May 2004. Combined
with its existing unsecured revolving credit line, this debt placement raised
the Company's total available and outstanding credit to $37.0 million.
The Company has a revolving credit agreement for a $15.0 million unsecured line
of credit to support the Company's domestic operations and its international
operations outside of Europe and a French franc 10 million unsecured line of
credit to support the Company's European requirements, with interest at prime
plus 0.5%, or LIBOR plus 2.0%. At September 30, 1996, no amounts were
outstanding under on these lines of credit and standby letter of credit
utilization under the lines totaled $0.3 million. Subsequent to the end of the
third quarter of 1996, this unsecured line of credit was increased by by a $5.0
million. This amendment to its credit agreement also reduces the interest rate
to prime, or LIBOR plus 1%. The unused line fee was also reduced, from 37.5 to
25.0 basis points. The maturity of the line was extended to December 31, 1999.
This increase raises the Company's total available and outstanding credit to
$42.0 million.
The Company believes its current working capital position together with
estimated cash flows from operations and its existing credit availability are
adequate to support its operations in the ordinary course of business, including
anticipated capital expenditures and debt repayment requirements, over the next
year.
Although the Company has no present agreements or commitments with respect to
any material acquisitions of other businesses, products, product rights or
technologies, the Company continues to evaluate acquisitions of products or
companies that complement the Company's business and may make such acquisitions
in the future, and there can be no assurance that the Company will not need to
obtain additional sources of capital to finance any such acquisitions.
11
NEWPORT CORPORATION
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 10.1 First Amendment to Credit Agreement dated as of
October 31, 1996 between Newport Corporation and
ABN AMRO Bank N.V., Los Angeles International
Branch
Exhibit 10.2 Severance Compensation Agreement dated as of
April 8, 1996, between Newport Corporation, a
Nevada Corporation, and Robert J. Phillippy
Exhibit 10.3 Severance Compensation Agreement dated as of May
1, 1996, between Newport Corporation, a Nevada
Corporation, and Robert G. Deuster
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
None
12
NEWPORT CORPORATION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEWPORT CORPORATION
(Registrant)
Dated: November 13, 1996
By: /S/ROBERT C. HEWITT
-------------------------------------
Robert C. Hewitt, Principal Financial
Officer, duly authorized to sign
on behalf of the Registrant
13
NEWPORT CORPORATION
FORM 10Q
EXHIBIT INDEX
Sequential
Page Number
-----------
Exhibit 10.1 First Amendment to Credit Agreement dated as of
October 31, 1996 between Newport Corporation and
ABN AMRO Bank N.V., Los Angeles International Branch 15
Exhibit 10.2 Severance Compensation Agreement dated as of
April 8, 1996, between Newport Corporation, a
Nevada Corporation, and Robert J. Phillippy 27
Exhibit 10.3 Severance Compensation Agreement dated as of
May 1, 1996, between Newport Corporation, a
Nevada Corporation, and Robert G. Deuster 34
Exhibit 27 Financial Data Schedule 41
14